CERTIFICATE

         The undersigned,  being the Chief Executive Officer of Immucor, Inc., a
Georgia corporation (the "Corporation"), does hereby certify pursuant to Section
14-2-1007(d) of the Georgia Business Corporation Code (the "Code") that Restated
Articles of Incorporation have been adopted by the Corporation and that the full
text of the Restated  Articles of  Incorporation  are  attached  hereto in their
entirety. The undersigned further certifies that:

         1. Article V of the Articles of Amendment  has been amended to increase
from  30,000,000  shares to  45,000,000  shares  the  number of shares of Common
Voting  Stock  of  $.10  par  value  per  share  of the  Corporation  which  the
Corporation is authorized to issue. This amendment was duly adopted by the Board
of Directors of the  Corporation  on August 22, 2000 in accordance  with Section
14-2-1003 of the Code, and duly approved by the  Shareholders of the Corporation
at the annual meeting of Shareholders held on November 30, 2000.

         2. Former Articles VII, IX and X, pertaining to the initial  registered
office and agent, the initial directors,  and the  incorporators,  respectively,
have been omitted.  This amendment was duly adopted by the Board of Directors of
the Corporation on August 22, 2000 in accordance  with Section  14-2-1002 of the
Code, and the approval of the shareholders was not required.

         3. The Amended and Restated Articles were adopted by the Corporation in
the manner prescribed by the Code. The Amended and Restated Articles  accurately
restate the Articles of Incorporation of the Corporation and amendments existing
immediately  prior to the  adoption of the  accompanying  Amended  and  Restated
Articles and further amend the Corporation's articles as indicated therein.

         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate on
January 4, 2001.


                                   /s/ Edward L. Gallup
                                   --------------------
                                   Edward L. Gallup, Chief Executive Officer



<PAGE>


                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  IMMUCOR, INC.

                        Restated as of November 30, 2000


         FIRST:   The name of the corporation is IMMUCOR, INC.

         SECOND:  The corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.

         THIRD:   The period of its duration is perpetual.

         FOURTH:  The purpose or purposes for which the corporation is organized
 are:

          All lawful purposes,  including, but not limited to, manufacturing and
sale of diagnostic blood bank reagents.

         FIFTH: The corporation  shall have authority,  exercisable by its Board
of Directors to issue not more than 45,000,000  shares of common voting stock of
$.10 par value per share (the "Common Stock").

         The  corporation  shall have the  authority  to  acquire  shares of its
capital stock out of its unreserved and unrestricted  earned surplus and capital
surplus available therefor as otherwise provided by law.

         SIXTH: The corporation will not commence business until it has received
the sum of five hundred dollars ($500.00)  as consideration for the  issuance of
shares.

         SEVENTH:  No  shareholder  of this  corporation  shall by reason of his
holding  shares  of any  class  have any  preemptive  or  preferential  right to
purchase or  subscribe  to any shares of any class of this  corporation,  now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible  into or carrying  options or  warrants  to  purchase  shares of any
class, now or hereafter to be authorized.

         EIGHTH:  The personal liability of a director of the corporation to the
corporation or its  shareholders for monetary damages for breach of duty of care
or other duty as a director  shall be  limited to an amount not  exceeding  said
director's  compensation  for  services  as a director  during the  twelve-month
period  immediately  preceding such breach,  except that a director's  liability
shall not be so limited for

(i)    any appropriation, in violation of the director's duties, of any business
       opportunity of the corporation,

(ii)   acts or omissions which involved intentional misconduct or a knowing vio-
       lation of law,

(iii)  liability under Section  14-2-832 (or any successor provision or redesig-
       nation  thereof) of the Georgia Business Corporation Code, and

(iv)   any  transaction from  which the  director  derived an  improper personal
       benefit.

         For purposes of this Article  Eleventh,  a director's  compensation for
serving as a director shall not include amounts  received as  reimbursement  for
expenses, or for services as an officer, employee or agent.

         If at any time the Georgia  Business  Corporation  Code shall have been
amended to authorize the further elimination or limitation of the liability of a
director,  then the  liability  of each  director  of the  corporation  shall be
eliminated  or limited  to the  fullest  extent  permitted  by such Code,  as so
amended,  without further action by the  shareholders,  unless the provisions of
the Georgia Business Corporation Code, as amended, require further action by the
shareholders.

         Any repeal or modification of the foregoing  provisions of this Article
Eleventh shall not adversely  affect the  elimination or limitation of liability
or alleged  liability  of any  director of the  corporation  pursuant to Article
Eleventh as in effect prior to such repeal or modification,  for or with respect
to any acts or omissions of such director prior to such repeal or modification.